Terms and Conditions

Terms and Conditions

  1. JustSell agrees to deliver PRODUCTS for the Customer as per agreed Scope of Works (SOW) between both parties. The PRODUCTS and/or SERVICES are only to be used for the agreed CUSTOMER and/or Nominated Partner listed on this Agreement, following Customer’s return of the completed agreement to JustSell.
  2. JustSell will accept and acknowledge change requests from designated point of contact identified by the customer within agreed scope.
  3. JustSell will provide hand over session to designated staff identified by customer’s point of contact after the delivery of products and/or services. On-Site, teleconference or specially arranged training can be arranged for an additional cost.
  4. JustSell shall use commercially reasonable efforts to ensure accurate service(s) delivery according to agreed (SOW) and unless agreed, can only offer limited after sales customer support related to the services within the hours of 09:00 AM–05:00 PM GMT (Monday–Friday) valid after 14 days of services completion excluding unforeseen outages and events of Force Majeure. The technical support team will provide first level system support via telephone, remote access and on-site visits for an agreed cost.
  5. The technical support offered by JustSell for services does not include issues caused by viruses, worms, Trojans, malicious activity, hacking attempts, server operating system bugs, server updates, software licensing issues and third parties interference and/or disruptions. Unless support arrangement is in place, JustSell is not responsible to offer support in an event of services failures caused due to un-supported and un-planned activities carried out by Customer and/or Nominated Partner and/or any other 3rd Parties who have not been identified by the customer in this agreement.
  6. Software maintenance covers access to support* and software product updates for your software license. After your software maintenance period expires, you will no longer be able to access support or software updates, including security patches. Renewing your software maintenance is done purely at your discretion, and can be renewed in advance of your maintenance period expiration to ensure uninterrupted access to the support services and software and security updates. You can continue to use your software after the active maintenance period expires. However, do keep in mind that software maintenance renewals commence from the expiration of the last active software maintenance period. * Support covers technical service requests for implementation and configuration assistance, upgrade assistance, post-implementation product issues. A technical service request is defined as assistance with one issue, problem, or question relating to the use or installation of a JustSell product, regardless of the number of communications required. Support does not cover the following: Development requests, including custom code development or support for third party plugins. Database integrity or database performance issues, including tuning and optimisation of the database. Network topology or environment issues. Application server issues not directly related to the JustSell product implementation, configuration or operation. Service requests or issues referred via forums.
  7. Unless agreed, JustSell is not responsible for providing support and/or manufacturer warranties on any of the products JustSell has sold to the customer. The customer must contact the equipment vendor or hardware manufacturer for any after sales support and warranty related issues unless agreed on a separate support contract. JustSell will however endeavour to replace or repair any Dead on Arrival (DoA) equipment according to manufacturer’s or hardware vendor’s official guidelines and procedures.
  8. Unless agreed, JustSell is not responsible for managing customer’s Local Area Network (LAN) and Wide Area Network (WAN) infrastructure but will produce the industry standard connectivity test result certificates upon completion of any cabling work agreed in SOW. JustSell will not take responsibility if the systems are not accessible from any of the terminals or PC’s due to configuration and/or firewall issues.
  9. Customer will work with JustSell technical support team to resolve customer service issues in an expeditious and timely manner.
  10. JustSell will provide Customer account management services, which are normally and usually provided to customer at no additional cost.
  11. Proprietary Rights: JustSell claim copyright protection on for any software used while offering professional services. The software documentation and copy, including all feature and arrangements, are subject to trademark and copyright. Customer acknowledges that it acquires no rights or license with regards to any software acquired by JustSell and not allowed to copy anything under this Agreement. Customer will not alter any software code or use the software to avoid payments. Customer will not reproduce or decompile the JustSell owned software code, documentation or any other proprietary technology owned or licensed by JustSell.
  12. Mutual and Specific Indemnities: Each Party agrees to defend, at its expense, and indemnify and hold the other harmless from and against any third party claim arising from a breach by the indemnifying party of any term or condition of this agreement.
  13. Confidentiality: As between the parties, the confidential information of each party will remain its sole property. All confidential information shall be held and protected by the recipient in strict confidence, and shall be used by the recipient only as required to render performance or to exercise rights and remedies under this agreement. Each party will protect the other party’s confidential information from unauthorized use, access or disclosure with the same measures that the recipient takes to protect its own proprietary information of like importance, but in no event less than reasonable care. No confidential information will be disclosed to any third party by the recipient party without the prior written consent of the disclosing party, except that each party may disclose this Agreement and the other party’s confidential information to its affiliates and their respective directors, employees, attorneys, agents, auditors, insurers and subcontractors who require access to such information in connection with their employment or engagement and who are obligated to keep such information confidential in a manner no less restrictive than set forth in this Section. The party employing or engaging such persons is responsible and liable for their compliance with such confidentiality obligations. Customer agrees to hold all the terms, fees, prices, transactional and billing details, and contents of this Agreement in strict confidence. Customer may disclose the terms of the Agreement to their responsible employees, advisors and consultants with a bona fide need to know who agree to maintain confidentiality.
  14. Required Disclosures: Each party may disclose the confidential information of the other party in response to a request for disclosure by a court or another governmental authority, including a subpoena, court order, or audit-related request by a taxing authority, if that party: (i) promptly notifies the other party of the terms and the circumstances of that request, (ii) consults with the other party, and cooperates with the other party’s reasonable requests to resist or narrow that request, (iii) furnishes only information that, according to written advice of its legal counsel, that party is legally compelled to disclose, and (iv) uses reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded the information disclosed.
  15. Choice of Law: This Agreement, and all of its provisions, will be governed by and construed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts for all issues arising in respect of this Agreement. Notwithstanding anything herein to the contrary, in the event of an actual or threatened breach of the use restrictions placed on the JustSell Products, Services, or related software or the confidentiality provisions contained herein, the non-breaching party will be entitled, without waiving any other rights and remedies and without obligation to post a bond, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
  16. Successors in interest: This agreement shall be binding upon the successors, transferees and assigns of the parties.
  17. Severability: In the event that any provision of this agreement is found invalid or un-enforceable pursuant to a judicial decision, the remainder of this Agreement shall remain valid and enforceable.
  18. Survival: All provisions of this Agreement relating to payment, confidentiality, non-disclosure, and proprietary rights shall survive the termination of this agreement.
  19. Notice: Any notice under this Agreement shall be in writing and shall be deemed given when received and may be delivered (i) by hand, (ii) by mail, in official governmental Mail, postage prepaid, or (iii) by overnight delivery service. Notices to the parties shall be sent to the registered addresses and to JustSell with a copy to the office of the General Counsel.
  20. Entire Agreement: This Agreement is the complete agreement of the parties and supersedes all prior oral or written agreements, contracts, proposals, understandings, offers and discussions. This Agreement may not be modified or altered except by written instrument executed by both parties.
  21. Third Party Providers: JustSell delivers some products and/or services through third-party providers that may require customer to enter into an additional separate agreement, in order to participate in certain programs or services. Customer acknowledges that participation in such third-party programs or services remains at the discretion of the third party provider. In addition, JustSell may depend on contractual relationships with third party providers for products and services offered to Customer. In the event that a contract upon which JustSell relies for any services or product terminates, JustSell will use commercially reasonable efforts to provide such product and/or service itself or through another provider. JustSell may, however, suspend or terminate any such product or service, without liability to JustSell, if unable to provide a substantially equivalent alternative. Customer shall have no further obligation to pay for any such suspended or terminated product and/or service and customer may contract directly with another provider for such products and services.
  22. Force Majeure: No party shall be liable to any other party for any delay or failure to perform due to causes beyond its control including, without limitation, fire, flood, wind, lightning, strike, work stoppage, war, insurrection or terrorist act, failure of any local, state, national or international telecommunications carrier, connectivity provider or act of God or public enemy.
  23. Offer Expiration: This offer for services and the pricing contained herein will null and void this Agreement if not signed and returned to JustSell within 14 days of issuance.
  24. Confidential Information: means the terms and conditions of this Agreement, any and all applicable IP Rights, proprietary and confidential information of JustSell or Customer, their affiliates, subsidiaries, successors or assigns concerning their past, present or future industrial, corporate and trade secrets, research, development, business activities or affairs, finances, properties, methods of operation, processes and systems and agreements related to business of JustSell or Customer disclosed under this Agreement. Confidential Information does not include any information that (1) is or becomes generally known to the public, (2) which was in the receiving party’s possession or was known by it prior to receipt by the disclosing party without the use of the other party’s Confidential Information.
  25. Limitation of Liability: JustSell will not be liable for special, indirect or consequential damages (including loss of profits, revenue or savings) arising out of Customer’s use of product(s) and/or service(s) whether for breach of contract, negligence, strict liability or otherwise even if JustSell had been advised of, knew or should have known of the possibility thereof. In no event will JustSell incur liability for any reason that exceeds the amount paid to JustSell under this Agreement.
  26. Disclaimer of Warranties: JustSell product(s) and/or service(s) is provided “as is”. JustSell makes no warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. No representation or other affirmation of fact shall be deemed a warranty for any purpose or give rise to any liability of JustSell whatsoever. The parties agree and acknowledge that this provision is material to the Agreement and is a significant consideration in JustSell’s willingness to enter into this Agreement.

Change Management

For any change requirements for product(s) and/or service(s), it is essential that these are controlled in order to evaluate timescales, resources and costs. JustSell’s Project Management procedures will manage risk, manage quality, and control change on the project. Risk Management is the process of analysing where issues may arise and how the risk of this occurrence can be mitigated. Quality Management is the verification of the quality of work done on the project, either through testing or reviewing the work in a structured manner. The tester will typically be involved from the beginning of the project and will be responsible for setting up test procedures with the Project Manager. For smaller changes the same person may carry out implementation of all of the procedures detailed above.

Any changes requested by customer during the product(s) and/or service(s) delivery and/or implementation phase will be subject to the following process and will adhere to the initiation procedures and constraints:

  • Change Request document will be issued by the customer outlining the requirements.
  • An analysis exercise will be undertaken to establish the detail and impact the change will have to the originally agreed SOW.
  • Depending on the scope of change, an updated or separate proposal will be provided to the customer outlining the change, cost and timescale.
  • A risk assessment will be carried out before making any changes that could have a significant business impact.
  • If agreed, the work will be planned and executed using the same life cycle according to JustSell’s standards.

Support Implementation Plan: The account manager and director will monitor and keep the product(s) and/or service(s) initiation document updated. The account manager will circulate any changes to the product(s) and/or service(s) requirements in the form of a support addendum document. Where necessary, product(s) and/or service(s) cost differences will be detailed in this document. For extensive changes to the support agreement a separate Support Initiation Document will be completed.

Constraints and Assumptions

The following are required elements for the delivery of the product(s) and/or service(s):

  • Site attendance and/or response time to sites may be subject to traffic delay.
  • Availability of 3rd party products and services related to the project but not part of the SOW is customer’s responsibility.
  • SOW document must accurately define the technology used and operating criteria required by the customer.
  • Customer will manage the expectations of the user community and key stakeholders for the delivery of the product(s) and/or service(s) JustSell will bring.
  • Customer will provide a site contact to whom JustSell staff can update on the progress of, and contact for any questions or queries related to the delivery of any product(s) and/or service(s).
  • If overnight stay is required for any engineer site visit, customer will provide the engineer with accommodation with no charge to JustSell.

Payment Terms

Customer agrees to the agreed costs as per the payment plans for any product(s) and/or service(s). Outstanding payments are due within 30 days of product(s) and/or service(s) delivery. JustSell reserves the rights to roll back and remove the product(s) and/or service(s) if the payments are not released as per the payment terms.

Orders agreed with different payment terms may override this.

Subscription fees are non-refundable for the active Subscription Term, whether or not the Customer actively uses the Product or Services.

All other service payments made are NON-Refundable (unless exclusively agreed in writing).

Effects of Cancellation

Cancelling a subscription stops future renewal only. It does not cancel fees already due for the active Subscription Term. Unless agreed otherwise in writing:

  1. Monthly subscriptions remain payable until the end of the current monthly billing period;
  2. Annual subscriptions remain payable until the end of the current annual Subscription Term;
  3. Setup, implementation, onboarding, migration, integration, training, support and custom development fees remain payable;
  4. Discounts, credits or promotions are not refundable;
  5. Cancellation does not entitle the Customer to a refund.

All proposed costs for products and services are EXCLUSIVE of local VAT/GST and other Sales Taxes and will be added to the final invoice total.

JustSell and Customer agree to all terms of this Agreement included in the Terms and Conditions. Person executing this Agreement on behalf of Customer and JustSell each certify that he or she is an officer of Customer or JustSell, or that he or she has been granted full authority to execute this Agreement.

This document was last updated on 30th June 2026.